UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 16, 2006
DANAHER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-08089 59-1995548
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2099 PENNSYLVANIA AVE., N.W., 12TH FLOOR, WASHINGTON, D.C. 20006-1813
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 202-828-0850
NOT APPLICABLE.
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(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 12, 2006, the Company announced that it had entered into an
Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company,
Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of the Company (the "Purchaser"), and Sybron Dental Specialties,
Inc., a Delaware corporation ("Sybron").
Pursuant to the Merger Agreement, Purchaser commenced a cash tender
offer to acquire all of Sybron's common stock, par value $.01 per share,
including the associated preferred stock purchase rights (the "Rights") (which
Rights together with the shares of the Company's common stock are hereinafter
referred to as the "Shares"), at a price of $47.00 per share upon the terms and
subject to the conditions disclosed in the Offer to Purchase on Schedule TO (as
amended or supplemented from time to time) filed by the Company and Purchaser
with the Securities and Exchange Commission on April 18, 2006 (the "Offer").
The Offer expired at 12:00 Midnight, New York City time, on May 15,
2006. Based upon information provided by Computershare Trust Company, N.A., the
depositary for the Offer, 34,044,814 Shares were validly tendered and not
withdrawn, including 3,204,796 Shares tendered by notice of guaranteed delivery,
which represents approximately 83.95% of all issued and outstanding Shares. All
Shares validly tendered and not withdrawn prior to the expiration were accepted
for payment by Purchaser.
The Company and Purchaser elected to provide a subsequent offering
period pursuant to Rule 14d-11 of the Securities Exchange Act of 1934 for Shares
not yet tendered, during which all properly tendered Shares were accepted and
tendering stockholders received $47.00 per share. The subsequent offering
expired at 12:00 Midnight, New York City time, on May 18, 2006. Based upon
information provided by the depositary for the Offer, 38,958,190 Shares were
validly tendered and not withdrawn pursuant to the Offer, including Shares
tendered during the subsequent offer period (and also including 851,655 Shares
tendered by notice of guaranteed delivery), which represents approximately
96.07% of all issued and outstanding Shares.
All Shares accepted for payment by Purchaser pursuant to the Offer or
the subsequent offer period have been paid for.
On May 19, 2006, Purchaser merged with and into Sybron and Sybron
become an indirect wholly owned subsidiary of the Company. The Merger was
implemented on an expedited basis pursuant to the short-form merger procedure
available under Delaware law. On that date, the Shares ceased to be traded on
the New York Stock Exchange.
Attached hereto as Exhibit 99.1, a copy of a press release issued by
Danaher and Sybron dated May 16, 2006, which is incorporated herein by
reference.
Attached hereto as Exhibit 99.2, a copy of a press release issued by
Danaher and Sybron dated May 19, 2006, which is incorporated herein by
reference.
Attached hereto as Exhibit 99.3, a copy of a press release issued by
Danaher dated May 19, 2006, which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item 9.01(a) are not included
in this initial report on Form 8-K. The financial statements will be filed by an
amendment to this report within 71 calendar days after the date of this initial
report.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) is
not included in this initial report on Form 8-K. The pro forma financial
information will be filed by an amendment to this report within 71 calendar days
after the date of this initial report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 22, 2006 DANAHER CORPORATION
By: /s/ Daniel L. Comas
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Daniel L. Comas
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Text of press release issued by Danaher and Sybron dated May 16
2006.
99.2 Text of press release issued by Danaher and Sybron dated May 19,
2006.
99.3 Text of press release issued by Danaher dated May 19, 2006.